Exhibit
10.1


 


	
  For Bank
  Use Only

  	
  Reviewed by

  	
   

  
	
   

  	
   

  	
   

  
	
  Due

  	
  MARCH 30, 2009

  
	
   

  	
   

  
	
  Customer
  #

  	
  0013592421

  	
  Loan
  #

  	
  34

  
							



 


AMENDMENT TO NOTE


 


This amendment (the “Amendment”),
dated as of the date specified below, is by and between the borrower (the “Borrower”) and the bank (the “Bank”)
identified below.


 


RECITALS


 


A.  The Borrower has executed a Note (the “Note”), payable to the Bank dated NOVEMBER 25, 2003 and as
amended and replaced from time to time, and the Borrower (and if applicable,
certain third parties) have executed the collateral documents which may or may
not be identified in the Note and certain other related documents (collectively
the “Loan Documents”), setting
forth the terms and conditions upon which the Borrower may obtain loans from
the Bank from time to time in the original amount of $1,500,000.00, as may be
amended from time to time.


 


B.  The
Borrower has requested that the Bank permit certain modifications to the Note
as described below.


 


C.  The Bank has
agreed to such modifications, but only upon the terms and conditions outlined
in this Amendment.


 


AGREEMENT


 


In consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the Borrower and the Bank agree as
follows:


 


ý  Change in
Payment Schedule. If checked
here, effective upon the date of this Amendment, any payment terms are amended
as follows:


 


Principal and interest are payable in
installments of $28,172.81 each, beginning APRIL 30, 2004, and on the same date
of each CONSECUTIVE month thereafter (except that if a given month does not
have such a date, the last day of such month), plus a final payment equal to
all unpaid principal and accrued interest on MARCH 30, 2009, the maturity date.


 


ý  Change in
Interest Rate.  If checked
here, effective upon the date of this Amendment, interest payable under the
Note is amended as follows:


The unpaid principal balance will bear
interest at an annual rate of 4.730%.


 


ý  Change in
Prepayment Terms.  If checked
here, refer to attached Prepayment Addendum.


 


o  Change in Late Payment Fee. If checked here, subject to applicable law, if any payment is not made
on or before its due date, the Bank may collect a delinquency charge of
             % of
the unpaid amount. Collection of the late payment fee shall not be deemed to be
a waiver of the Bank’s right to declare a default hereunder.


 


o  Change in Closing Fee. If checked here and subject to applicable law, the Borrower will pay the
Bank a closing fee of
$                              
(apart from any prior closing fee) contemporaneously with the execution of this
Amendment. This fee is in addition to all other fees, expenses and other
amounts due hereunder.


 


ý  Change in Maturity Date. If checked here, any references in the Note to the maturity date or date
of final payment are hereby deleted and replaced with “MARCH 30, 2009”.


 


o  Change in Maximum Loan Amount. If checked here, all references in the Note (whether or not numerically)
to the maximum loan amount are hereby deleted and replaced with
“$                      ”,
which evidences an additional
$                     
available to be advanced subject to the terms and conditions of the Note.


 


1

















 


o  Temporary Increase in Loan Amount. If checked here, notwithstanding the principal
amount of the Note, the principal amount that may be borrowed thereunder shall
increase from
$                          
to
$                               
effective                     
through
                     
annually. On              
through            
annually, the principal amount that may be borrowed thereunder shall revert to
$                                    
and any loans outstanding in excess of that amount will be immediately due and
payable without further demand by the Bank.


 


o  Change in Multiple Advance Termination Date. If checked here, all references in the Note to
the termination date for multiple advances are hereby deleted and replaced with
“                                 ”.


 


o  Change in Paid-in-Full Period. If checked here, all revolving loans under the Note must be paid in full
for a period of at least
                  
consecutive days during each fiscal year. Any previous Paid-in-Full provision
is hereby replaced with this provision.


 


Default Interest Rate. Notwithstanding any
provision of this Note to the contrary, upon any default or at any time during
the continuation thereof (including failure to pay upon maturity), the Bank
may, at its option and subject to applicable law, increase the interest rate on
this Note to a rate of 5% per annum plus the interest rate otherwise payable
hereunder. Notwithstanding the foregoing and subject to applicable law, upon
the occurrence of a default by the Borrower or any guarantor involving
bankruptcy, insolvency, receivership proceedings or an assignment for the
benefit of creditors, the interest rate on this Note shall automatically
increase to a rate of 5% per annum plus the rate otherwise payable hereunder.


 


Effectiveness of Prior Documents. Except as specifically amended hereby, the
Note and the other Loan Documents shall remain in full force and effect in
accordance with their respective terms. All warranties and representations
contained in the Note and the other Loan Documents are hereby reconfirmed as of
the date hereof. All collateral previously provided to secure the Note
continues as security, and all guaranties guaranteeing the Note remain in full
force and effect. This is an amendment, not a novation.


 


Preconditions to Effectiveness. This Amendment shall only become effective
upon execution by the Borrower and the Bank, and approval by any other third
party required by the Bank.


 


No Waiver of Defaults; Warranties. This Amendment shall not be construed as or be
deemed to be a waiver by the Bank of existing defaults by the Borrower, whether
known or undiscovered. All agreements, representations and warranties made
herein shall survive the execution of this Amendment.


 


Counterparts. This Amendment may be signed in any number of counterparts, each of
which shall be considered an original, but when taken together shall constitute
one document.


 


Authorization. The Borrower represents and warrants that the execution, delivery and
performance of this Amendment and the documents referenced herein are within
the authority of the Borrower and have been duly authorized by all necessary
action.


 


Transferable Record. The note, as amended, is a “transferable
record” as defined in applicable law relating to electronic transactions.
Therefore, the holder of the note, as amended, may, on behalf of Borrower,
create a microfilm or optical disk or other electronic image of the note, as
amended, that is an authoritative copy as defined in such law. The holder of
the note, as amended, may store the authoritative copy of such note, as amended,
in its electronic form and then destroy the paper original as part of the
holder’s normal business practices. The holder, on its own behalf, may control
and transfer such authoritative copy as permitted by such law.


 


Attachments. All documents attached hereto, including any
appendices, schedules, riders, and exhibits to this Amendment, are hereby
expressly incorporated herein by reference.


 


	
  Dated as of: 

  	
  MARCH 30, 2004

  	
   

  



 


 


	
   

  	
   

  	
  BIOJECT
  MEDICAL TECHNOLOGIES INC.

  
	
  (Individual Borrower)

  	
   

  	
  Borrower Name (Organization)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
  OREGON Corporation

  
	
   

  	
   

  	
   

  
	
  Borrower Name

  	
  N/A

  	
   

  	
  By:

  	
  /s/ Michael A. Temple

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name and Title:

  	
  MICHAEL A. TEMPLE

  EXECUTIVE VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrower Name

  	
  N/A

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name and Title:

  	
   

  
								



 


	
  Agreed to:

  	
   

  	
   

  
	
   

  
	
  U.S. BANK N.A.

  	
    (Bank)

  	
   

  
	
   

  
	
  By:

  	
  /s/ Elizabeth Jones

  	
   

  	
   

  
	
  Name and Title:

  	
  ELIZABETH JONES 

  ASSISTANT VICE PRESIDENT

  	
   

  	
   

  
							



 


2

















 


BREAKFUNDING PREPAYMENT FEE ADDENDUM


 


To Amendment to Note dated MARCH 30,
2004 Prepayment. There
shall be no prepayments of this Note, provided that the Bank may consider
requests for its consent with respect to prepayment of this Note, without
incurring an obligation to do so, and the Borrower acknowledges that in the
event that such consent is granted, the Borrower shall be required to pay the
Bank, upon prepayment of all or part of the principal amount before final
maturity, a prepayment indemnity (“Prepayment Fee”) equal to the greater of
zero, or that amount, calculated on any date of prepayment (“Prepayment Date”),
which is derived by subtracting: (a) the principal amount of the Note or
portion of the Note to be prepaid from (b) the Net Present Value of the Note or
portion of the Note to be prepaid on such Prepayment Date; provided, however,
that the Prepayment Fee shall not in any event exceed the maximum prepayment
fee permitted by applicable law.


 


“Net Present Value” shall mean the amount which is derived by summing the present values of
each prospective payment of principal and interest which, without such full or
partial prepayment, could otherwise have been received by the Bank over the
shorter of the remaining contractual life of the Note or next repricing date if
the Bank had instead initially invested the Note proceeds at the Initial Money
Market Rate. The individual discount rate used to present value each
prospective payment of interest and/or principal shall be the Money Market Rate
at Prepayment for the maturity matching that of each specific payment of
principal and/or interest.


 


“Initial Money Market Rate” shall mean the rate per annum, determined
solely by the Bank, on the first day of the term of this Note or the most
recent repricing date or as mutually agreed upon by the Borrower and the Bank,
as the rate at which the Bank would be able to borrow funds in Money Markets
for the amount of this Note and with an interest payment frequency and
principal repayment schedule equal to this Note and for a term as may be
arranged and agreed upon by the Borrower and the Bank, adjusted for any reserve
requirement and any subsequent costs arising from a change in government
regulation. Borrower acknowledges that the Bank is under no obligation to
actually purchase and/or match funds for the Initial Money Market Rate of this
Note.


 


“Money Market Rate At Prepayment” shall mean that zero-coupon rate, calculated
on the Prepayment Date, and determined solely by the Bank, as the rate at which
the Bank would be able to borrow funds in Money Markets for the prepayment
amount matching the maturity of a specific prospective Note payment or
repricing date, adjusted for any reserve requirement and any subsequent costs
arising from a change in government regulation. A separate Money Market Rate at
Prepayment will be calculated for each prospective interest and/or principal
payment date.


 


“Money Markets” shall mean one or more wholesale funding markets available to the Bank,
including negotiable certificatesof deposit, commercial paper, eurodollar
deposits, bank notes, federal funds, interest rate swaps or others.


 


In
calculating the amount of such Prepayment Fee, the Bank is hereby authorized by
the Borrower to make such assumptions regarding the source of funding,
redeployment of funds and other related matters, as the Bank may deem
appropriate. If the Borrower fails to pay any Prepayment Fee when due, the
amount of such Prepayment Fee shall thereafter bear interest until paid at the
default rate specified in this Note (computed on the basis of a 360-day year,
actual days elapsed). Any prepayment of principal shall be accompanied by a payment
of interest accrued to date thereon; and said prepayment shall be applied to
the principal installments in the inverse order of their maturities. All
prepayments shall be in an amount of at least $100,000 or, if less, the
remaining entire principal balance of the loan.


 


 


	
  Dated as of: 

  	
  MARCH 30, 2004

  	
   

  



 


	
   

  	
   

  	
  BIOJECT
  MEDICAL TECHNOLOGIES INC.

  
	
  (Individual Borrower)

  	
   

  	
  Borrower Name
  (Organization)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a

  	
  OREGON Corporation

  
	
   

  	
   

  	
   

  
	
  Borrower Name

  	
  N/A

  	
   

  	
  By

  	
    /s/ Michael A
  Temple

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name and Title

  	
  MICHAEL A. TEMPLE,
  EXECUTIVE VICE PRESIDENT

  
	
   

  	
   

  	
   

  	
   

  
	
  Borrower Name

  	
  N/A

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name and Title